Press Releases & Coverage

SkillSoft Announces Agreement on the Terms of a Recommended Acquisition for Cash by Private Investor Group

SkillSoft Shareholders to Receive $10.80 Per Share in Cash

DUBLIN, IRELAND & NASHUA, N.H., Feb 12, 2010 (BUSINESS WIRE) -- SkillSoft PLC (NASDAQ:SKIL), a leading Software as a Service (SaaS)
provider of on-demand e-learning and performance support solutions for
global enterprises, government, education and small to medium-sized
businesses, today announced that it has reached agreement on the terms
of a recommended acquisition of the Company by a new company formed by
funds sponsored by each of Berkshire Partners LLC, Advent International
Corporation and Bain Capital Partners, LLC (together, the "Investor
Group"). Under the terms of the recommended acquisition, SkillSoft
shareholders will receive $10.80 in cash for each SkillSoft ordinary
share or American Depositary Share ("ADS"), representing a 26% premium
to the average closing price of SkillSoft's ADS over the one-year period
ended on February 11, 2010 and a 49% premium to the average closing
price of SkillSoft's ADS over the five-year period ended on February 11,
2010. The fully diluted equity value of the transaction is approximately
$1.1 billion.

"Skillsoft is pleased to announce this transaction, which is being
unanimously recommended by the Board of Directors," said Chuck Moran,
CEO of SkillSoft. "We believe the transaction is good for our
shareholders as the offer represents an attractive premium relative to
our trading history and, as an all cash offer, provides liquidity for
shareholders. We view the transaction as an endorsement of SkillSoft's
leadership and success, which has been achieved through the commitment
of a dedicated team over many years."

"We are delighted to have reached agreement with the Board of SkillSoft
on this recommended transaction," said Michael Ascione, a Managing
Director of Berkshire Partners, speaking on behalf of the Investor
Group. "We believe the acquisition represents a compelling opportunity
for SkillSoft and its shareholders that maximizes value and certainty,
reduces execution risk and provides immediate liquidity. Berkshire,
Advent and Bain Capital Partners look forward to supporting Chuck Moran
and the SkillSoft team in creating long term value for SkillSoft's
customers and pursuing the opportunities for growth that we see in
existing business lines and new products and customer solutions."

SkillSoft will continue to be headquartered in Dublin, Ireland and led
by the current management team, including Chuck Moran as CEO.

The acquisition has been unanimously approved by SkillSoft's Board of
Directors and a committee of independent directors, and the Board
intends to recommend to SkillSoft shareholders to vote in favor of the
acquisition.

About the Transaction

The transaction will be effected by means of a "scheme of arrangement"
under Irish law pursuant to which the Investor Group will acquire all of
the outstanding securities of SkillSoft not already owned by the
Investor Group from SkillSoft shareholders for cash. The acquisition
will be subject to the terms and conditions to be set forth in the
scheme of arrangement document to be delivered to SkillSoft
shareholders. To become effective, the scheme of arrangement requires,
among other things, the approval of a majority in number of SkillSoft
shareholders, present and voting either in person or by proxy,
representing 75% or more in value of the SkillSoft shares held by such
holders.

Assuming the necessary approvals are obtained and all conditions have
been satisfied, the acquisition will become effective upon delivery to
the Registrar of Companies in Ireland of the court order of the Irish
High Court sanctioning the scheme. Upon the acquisition becoming
effective, it will be binding on all SkillSoft shareholders.

The closing of this transaction is subject to various conditions,
including approval of the transaction by SkillSoft's shareholders, the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Act, and the approval of the High Court in Ireland. The definitive
agreement includes provisions permitting SkillSoft's Board to solicit
(for a specified period of time) and accept an alternative proposal if
that proposal is deemed by SkillSoft's Board to be more favorable to
SkillSoft's shareholders and can be reasonably expected to be completed,
subject to expense reimbursement.

Credit Suisse Securities (USA) LLC is acting as financial advisor to
SkillSoft. WilmerHale and William Fry are acting as legal advisors to
SkillSoft. Morgan Stanley is acting as lead financial advisor, Barclays
as financial advisor, and Ropes & Gray LLP and Mason Hayes + Curran as
legal advisors to the Investor Group.

SkillSoft to Host Conference Call

SkillSoft will host a conference call at 8:30 a.m. EST today, February
12, 2010, to discuss the proposed transaction. The conference call will
be webcast live on the Internet and can be accessed on the Investor
Relations section of SkillSoft's website, www.skillsoft.com.
The conference call can also be accessed by dialing: 800-322-9079, or
973-582-2717 for international callers, and using the following ID:
56646993.

During the period from SkillSoft's initial announcement of the
transaction through the transaction closing, SkillSoft is precluded by
the Irish Takeover Rules from disclosing to shareholders, investors or
analysts any material new information or expressing significant new
opinions not previously publicly disclosed. A representative from Credit
Suisse, SkillSoft's financial advisor, is required under the Irish
Takeover Rules to be present during any communication by SkillSoft with
shareholders, investors or analysts to monitor SkillSoft's compliance
with the Irish Takeover Rules, and Credit Suisse will be required to
confirm to the Irish Takeover Panel that SkillSoft has complied with
these restrictions.

Important Additional Information Will be Filed with the SEC

SkillSoft plans to file with the SEC and mail to its shareholders a
Proxy Statement (comprising the scheme of arrangement document) in
connection with the transaction. Investors and shareholders are urged to
read the Proxy Statement (comprising the scheme of arrangement document)
carefully when it becomes available because it will contain important
information about SkillSoft, the transaction and related matters.
Investors and security holders will be able to obtain free copies of the
Proxy Statement (comprising the scheme of arrangement document) and
other documents filed with the SEC by SkillSoft through the web site
maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Proxy Statement (comprising the scheme of arrangement
document) from SkillSoft by contacting SkillSoft PLC, Attention:
Investor Relations, 107 Northeastern Boulevard, Nashua, New Hampshire
03062, USA; telephone number: (603) 324-3000.

SkillSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by this scheme of arrangement. Information
regarding SkillSoft's directors and executive officers is contained in
SkillSoft's Annual Report on Form 10-K for the year ended January 31,
2009 and its Proxy Statement on Schedule 14A, dated August 26, 2009,
which are filed with the SEC. These documents are available free of
charge at the SEC's web site www.sec.gov.

About SkillSoft

SkillSoft PLC (Nasdaq: SKIL) is a leading SaaS provider of on-demand
e-learning and performance support solutions for global enterprises,
government, education and small to medium-sized businesses. SkillSoft
enables business organizations to maximize business performance through
a combination of comprehensive e- learning content, online information
resources, flexible learning technologies, and support services.

Content offerings include business, IT, desktop, compliance and
consumer/SMB courseware collections, as well as complementary content
assets such as Leadership Development Channel video products,
KnowledgeCenter(TM) portals, virtual instructor-led training services
and online mentoring services. SkillSoft's Books24x7(R) product offering
includes access to more than 18,000 digitized IT and business books, as
well as book summaries and executive reports. Technology offerings
include the SkillPort(R) learning management system,
Search-and-Learn(R), SkillSoft(R) Dialogue(TM) and virtual classroom.

SkillSoft courseware content described herein is for information
purposes only and is subject to change without notice. SkillSoft has no
obligation or commitment to develop or deliver any future release,
upgrade, feature, enhancement or function described in this press
release except as specifically set forth in a written agreement.

SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn,
SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials,
GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives,
ExecSummaries, ExecBlueprints, Express Guide and Dialogue are trademarks
or registered trademarks of SkillSoft PLC in the United States and
certain other countries. All other trademarks are the property of their
respective owners, countries.

Overview of the Investor Group

Berkshire Partners LLC is an active investor in the private equity
market, managing approximately $6.5 billion of capital over seven funds.
Berkshire is currently investing from its seventh fund, which totals
$3.1 billion in committed capital, and has completed more than 90
acquisitions or growth capital investments during its nearly 25-year
investment history. Berkshire has a long history of successfully
investing in business services companies, including NEW/Asurion (a
provider of extended service plans and value added wireless subscription
services) and Acosta (a provider of sales and marketing services to the
consumer packaged goods industry).

Advent International Corporation is a leading global private equity firm
with more than 150 investment professionals in 16 countries around the
world. Over its 25-year history, Advent has raised $24 billion of
cumulative capital and currently manages buyout portfolios comprising
more than 50 companies. Advent has backed numerous management teams in
knowledge-based industries including: Financial Dynamics, an
international business communications consultancy; Alexander Mann, a
specialist staffing company focused on information technology and
financial markets; HumanGroup, a provider of temporary and outsourced
staffing services; Kroton (Bovespa: KROT11), one of Brazil's largest
private education companies; and WSiP, the largest educational publisher
in Poland.

Bain Capital, LLC (www.baincapital.com)
is a global private investment firm whose affiliates, including Bain
Capital Partners, manage several pools of capital including private
equity, venture capital, public equity, high-yield assets and mezzanine
capital with approximately $65 billion in assets under management. Bain
Capital has a team of over 300 professionals dedicated to investing and
to supporting its portfolio companies. Since its inception in 1984,
funds sponsored by Bain Capital have made private equity investments and
add-on acquisitions in over 300 companies in a variety of industries
around the world. Bain Capital has a long history of investments in the
software, business services and education industries, including SunGard,
Applied Systems, Houghton Mifflin, Gartner Group, UGS, LinkedIn, The
Princeton Review, SolarWinds, and FleetCor. Headquartered in Boston,
Bain Capital has offices in New York, London, Munich, Hong Kong,
Shanghai, Tokyo, and Mumbai.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This release includes information that constitutes forward-looking
statements made pursuant to the safe harbor provision of the Private
Securities Litigation Reform Act of 1995. Statements in this release
regarding the proposed transaction between the investor group and
SkillSoft, the expected timetable for completing the transaction and any
other statements about the Investment investor group's or SkillSoft's
future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements. Forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially from
those indicated by such forward-looking statements. Factors that could
cause or contribute to such differences include competitive pressures,
changes in customer demands or industry standards, adverse economic
conditions, loss of key personnel, litigation and other risk factors
disclosed under the heading "Risk Factors" in SkillSoft's Quarterly
Report on Form 10-Q for the quarterly period ended October 31, 2009, as
filed with the Securities and Exchange Commission. The forward-looking
statements provided by the investor group and SkillSoft in this release
represent the views of the investor group and SkillSoft as of the date
of this release. The investor group and SkillSoft anticipate that
subsequent events and developments may cause their views to change.
However, while the investor group and SkillSoft may elect to update
these forward-looking statements at some point in the future, the
investor group and SkillSoft specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing the investor group's or SkillSoft's views as of any date
subsequent to the date of this release.

Legal Information

The directors of SkillSoft accept responsibility for the information
contained in this announcement, other than that relating to SSI
Investments III Limited, Berkshire Partners LLC, Advent International
Corporation and Bain Capital Partners, LLC and the directors of SSI
Investments III Limited and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of SkillSoft (who have taken all reasonable care
to ensure such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

The directors of SSI Investments III Limited accept responsibility for
the information contained in this Announcement relating to SSI
Investments III Limited, Berkshire Partners LLC, Advent International
Corporation and Bain Capital Partners, LLC and the directors of SSI
Investments III Limited and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of SSI Investments III Limited (who have taken
all reasonable care to ensure such is the case, the information
contained in this announcement for which they accept responsibility) is
in accordance with the facts and does not omit anything likely to affect
the import of such information.

Credit Suisse, which is regulated under the laws of the United States of
America, is acting exclusively for SkillSoft and no one else in
connection with the Acquisition and will not be responsible to anyone
other than SkillSoft for providing the protections afforded to clients
of Credit Suisse or for providing advice in relation to the Acquisition,
the contents of this announcement or any transaction or arrangement
referred to herein.

Morgan Stanley, which is regulated under the laws of the United States
of America, is acting exclusively for SSI Investments III Limited and no
one else in connection with the Acquisition and will not be responsible
to anyone other than SSI Investments III Limited for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in relation to the Acquisition, the contents of this announcement
or any transaction or arrangement referred to herein.

This announcement does not constitute an offer to purchase, sell,
subscribe for or exchange or the solicitation of an offer to purchase,
sell, subscribe for or exchange any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997,
Takeover Rules 2007, as amended (the "Irish Takeover Rules"), if any
person is, or becomes, 'interested' (directly or indirectly) in, one per
cent., or more of any class of 'relevant securities' of SkillSoft, all
'dealings' in any 'relevant securities' of SkillSoft (including by means
of an option in respect of, or a derivative referenced to, any such
'relevant securities') must be publicly disclosed by not later than 3.30
pm (Dublin time) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the
scheme becomes effective or on which the 'offer period' otherwise ends.
If two or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an 'interest' in
'relevant securities' of SkillSoft, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all
'dealings' in 'relevant securities' of SkillSoft by SSI Investments III
Limited or SkillSoft, or by any of their respective 'associates' must
also be disclosed by no later than 12 noon (Dublin time) on the business
day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed can be found on the Panel's
website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having
an 'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which
can also be found on the Irish Takeover Panel's website. If you are in
any doubt as to whether or not you are required to disclose a dealing
under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie
or contact the Panel on telephone number +353 (0)1 678 9020; fax number
+353 (0)1 678 9289.

The release, publication or distribution of this announcement in or into
certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this announcement and all other
documents relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or sent
in, into or from any jurisdiction in respect of which it would be
unlawful to do so, including (but not limited to) Canada, South Africa,
Australia and Japan. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe
these restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed
Acquisition disclaim any responsibility or liability for the violations
of any such restrictions by any person.

Not for release, publication or distribution, in whole or in part, in,
into or from a Restricted Jurisdiction.

FOR IMMEDIATE RELEASE

12 February 2010

RECOMMENDED ACQUISITION FOR CASH OF SKILLSOFT PLCBY SSI
INVESTMENTS III LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER
SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

Summary

The Board of SkillSoft and the Board of SSI, a company formed by funds
sponsored by each of Berkshire Partners LLC ("Berkshire"), Advent
International Corporation ("Advent") and Bain Capital Partners LLC
("Bain Capital Partners") (together, the "Investor Group"), are pleased
to announce that they have reached agreement on the terms of a
recommended acquisition for cash of the entire issued and to be issued
share capital of SkillSoft by SSI by means of a scheme of arrangement
under Section 201 of the Companies Act 1963 of Ireland.

Consideration

Under the terms of the Scheme, SkillSoft Shareholders will be entitled
to receive:

US$10.80 per SkillSoft Share in cash

The Consideration values the entire issued and to be issued share
capital of SkillSoft at approximately US$1.1 billion. Under the terms of
the Acquisition, SkillSoft ADS Holders will receive US$10.80 in cash for
each SkillSoft ADS they own.

The Consideration represents:

a premium of approximately 26 per cent. over US$8.56, being the
average daily Closing Price of a SkillSoft ADS over the last 12 months
up to and including 11 February 2010, being the last Business Day
prior to this announcement;

a premium of approximately 11 per cent. over US$9.76, being the
Closing Price of a SkillSoft ADS on 11 February 2010; and

a higher price than any Closing Price of a SkillSoft ADS over the last
12 months up to and including 11 February 2010.

The Acquisition offers an attractive liquidity event for SkillSoft
Securityholders.

Recommendation of the Board of SkillSoft

The Board of SkillSoft, which has been so advised by Credit Suisse,
considers the terms of the Acquisition to be fair and reasonable. In
providing its advice, Credit Suisse has taken into account the
commercial assessments of the Board of SkillSoft. Accordingly, the Board
of SkillSoft intends unanimously to recommend to SkillSoft
Securityholders to vote in favour of the Acquisition and the Scheme, as
the directors of SkillSoft who are SkillSoft Securityholders have
irrevocably undertaken (subject to certain exceptions) to do in respect
of their own beneficial holdings, amounting to, in aggregate 5,877
SkillSoft Shares, which represents approximately 0.006 per cent. of the
issued share capital of SkillSoft.

SSI is a company formed by funds sponsored by each of Berkshire, Advent
and Bain Capital Partners. Stockbridge Fund L.P. ("Stockbridge"), an
affiliate of Berkshire, owns or controls 170,625 SkillSoft Shares in
total, representing approximately 0.180 per cent. of the entire issued
share capital of SkillSoft. Stockbridge has irrevocably undertaken to
SSI and SkillSoft (subject to certain exceptions), in respect of the
SkillSoft Shares which it owns or controls, not to vote such SkillSoft
Shares at the Court Meeting but to vote such SkillSoft Shares in favour
of the resolutions to be considered at the Extraordinary General
Meeting. Stockbridge Partners LLC, an affiliate of Berkshire, that
manages investments for its clients has limited discretionary voting
power in respect of 110,319 SkillSoft Shares representing approximately
0.117 per cent. of the entire issued share capital of SkillSoft.
Stockbridge Partners LLC has similarly undertaken (subject to certain
exceptions) so to vote, subject to the prior rights of those clients to
exercise voting power themselves.

The Acquisition, by means of the Scheme, is subject to the conditions
and further terms set out in Appendix I.

The Board of SkillSoft is being advised by Credit Suisse.

Morgan Stanley is acting as lead financial adviser to SSI and the
Investor Group.

Barclays Capital is acting as financial adviser to SSI and the Investor
Group.

Wilmer Cutler Pickering Hale and Dorr LLP and William Fry are acting as
legal advisers to the Board of SkillSoft.

Ropes & Gray LLP and Mason Hayes+Curran are acting as legal advisers to
SSI and the Investor Group.

Commenting on the Acquisition on behalf of the Board, Mr. Chuck Moran,
CEO and President of SkillSoft said:

"SkillSoft is pleased to announce this transaction, which is being
unanimously recommended by the Board of Directors.We believe the
transaction is good for our shareholders as the offer represents an
attractive premium relative to our trading history and, as an all cash
offer, provides liquidity for shareholders. We view the transaction as
an endorsement of SkillSoft's leadership and success, which has been
achieved through the commitment of a dedicated team over many years."

Commenting on the Acquisition on behalf of the Investor Group, Michael
Ascione, a Managing Director of Berkshire and a director of SSI, said:

"We are delighted to have reached agreement with the Board of
SkillSoft on this recommended transaction.We believe the
acquisition represents a compelling opportunity for SkillSoft and its
shareholders that maximizes value and certainty, reduces execution risk
and provides immediate liquidity. Berkshire, Advent and Bain Capital
Partners look forward to supporting Chuck Moran and the SkillSoft team
in creating long term value for SkillSoft's customers and pursuing the
opportunities for growth that we see in existing business lines and new
products and customer solutions."

This summary should be read in conjunction with the full text of the
following announcement. Appendix IV to the following announcement
contains definitions of certain terms used in this summary and the
following announcement.

Enquiries:

SkillSoft

Tom McDonald, Chief Financial Officer

+1(603)324-3000

Geoff Grande, FD Investor Relations

+1(617)747-1721

Jonathan Neilan, FD Media Relations, Ireland

+353(0)16633686

Financial Adviser to SkillSoft

Credit Suisse

North America

Adam Nordin

+1(312)750-3000

Storm Duncan

+1(415)249-2100

UK & Ireland

Zachary Brech

+442078888888

SSI

Michael Ascione, Berkshire

+1(617)227-0050

Financial Adviser to SSI and the Investor Group

Morgan Stanley

North America

Michael George

+1(212)761-4000

Christopher Bartlett

+1(212)761-4000

UK & Ireland

Ian Hart

+442074258000

Laurence Hopkins

+442074258000

The directors of SkillSoft accept responsibility for the information
contained in this announcement, other than that relating to SSI,
Berkshire, Advent, Bain Capital Partners, the Investor Group,
Stockbridge, Stockbridge Partners LLC, their respective associates and
the directors of SSI and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of SkillSoft (who have taken all reasonable care
to ensure such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

The directors of SSI accept responsibility for the information contained
in this announcement relating to SSI, the Investor Group, Berkshire,
Advent, Bain Capital Partners, Stockbridge, Stockbridge Partners LLC,
their respective associates and the directors of SSI and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of SSI
(who have taken all reasonable care to ensure such is the case), the
information contained in this announcement for which they accept
responsibility) is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of
America, is acting exclusively for SkillSoft and no one else in
connection with the Acquisition and will not be responsible to anyone
other than SkillSoft for providing the protections afforded to clients
of Credit Suisse or for providing advice in relation to the Acquisition,
the contents of this announcement or any transaction or arrangement
referred to herein.

Morgan Stanley, which is regulated under the laws of the United States
of America, is acting as lead financial adviser to SSI and the Investor
Group and no one else in connection with the Acquisition and will not be
responsible to anyone other than SSI and the Investor Group for
providing the protections afforded to clients of Morgan Stanley or for
providing advice in relation to the Acquisition, the contents of this
announcement or any transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States
of America, is acting as financial adviser to SSI and the Investor Group
and no one else in connection with the Acquisition and will not be
responsible to anyone other than SSI and the Investor Group for
providing the protections afforded to clients of Barclays Capital or for
providing advice in relation to the Acquisition, the contents of this
announcement or any transaction or arrangement referred to herein.

The full text of the conditions and reference to certain further terms
of the Acquisition and the Scheme are set out in Appendix I.

This announcement does not constitute an offer to purchase, sell,
subscribe for or exchange or the solicitation of an offer to purchase,
sell, subscribe for or exchange any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

SkillSoft plans to file with the U.S. Securities and Exchange
Commission, or SEC, and mail to its security holders a Proxy Statement
(comprising the Scheme Document) in connection with the Acquisition and
the Scheme. Investors and security holders are urged to read the Proxy
Statement (comprising the Scheme Document) carefully when it becomes
available because it will contain important information about SkillSoft,
the Acquisition and the Scheme and related matters. Investors and
security holders will be able to obtain free copies of the Proxy
Statement (comprising the Scheme Document) and other documents filed
with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Proxy Statement (comprising the Scheme Document) from
SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations,
107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA;
(tel) +1(603)324-3000.

SkillSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by this scheme of arrangement. Information
regarding SkillSoft's directors and executive officers is contained in
SkillSoft's Annual Report on Form 10-K for the year ended 31 January
2009 supplemented by Form 10-K/A dated 28 May 2009 and its Proxy
Statement on Schedule 14A, dated 26 August 2009, which are filed with
the SEC. These documents are available free of charge at the SEC's web
site at www.sec.gov.

SAFE HARBOUR FORWARD-LOOKING STATEMENTS

This announcement includes information that constitutes forward-looking
statements made pursuant to the safe harbour provision of the Private
Securities Litigation Reform Act of 1995. Statements in this
announcement regarding the proposed transaction between SSI and
SkillSoft, the expected timetable for completing the transaction and any
other statements about SSI's and SkillSoft's future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements. Any such forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially from
those indicated by such forward-looking statements. Factors that could
cause or contribute to such differences include competitive pressures,
changes in customer demands or industry standards, adverse economic
conditions, loss of key personnel, litigation and other risk factors
disclosed under the heading "Risk Factors" in SkillSoft's Quarterly
Report on Form 10-Q for the quarterly period ended 31 October 2009, as
filed with the Securities and Exchange Commission. The forward-looking
statements provided by SSI and SkillSoft in this announcement represent
the views of SSI and SkillSoft as of the date of this announcement. SSI
and SkillSoft anticipate that subsequent events and developments may
cause their views to change. However, while SSI and SkillSoft may elect
to update these forward-looking statements at some point in the future,
SSI and SkillSoft specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing
SSI's or SkillSoft's views as of any date subsequent to the date of this
announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person
is, or becomes, 'interested' (directly or indirectly) in, one per cent.,
or more of any class of 'relevant securities' of SkillSoft, all
'dealings' in any 'relevant securities' of SkillSoft (including by means
of an option in respect of, or a derivative referenced to, any such
'relevant securities') must be publicly disclosed by not later than 3.30
pm (Dublin time) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the
Scheme becomes effective or on which the 'offer period' otherwise ends.
If two or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an 'interest' in
'relevant securities' of SkillSoft, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings'
in 'relevant securities' of SkillSoft by SSI or SkillSoft, or by any of
their respective 'associates' must also be disclosed by no later than 12
noon (Dublin time) on the business day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed can be found on the Panel's
website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having
an 'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.

Terms in quotation marks are defined in the Takeover Rules, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8,
please consult the Panel's website at www.irishtakeoverpanel.ie
or contact the Panel on telephone number +353(0)1678 9020; fax number
+353(0)1678 9289.

In accordance with Rule 2.10 of the Takeover Rules SkillSoft confirms
that it has 94,656,179 SkillSoft Shares in issue. There are 94,651,916
SkillSoft ADSs in issue, which represent SkillSoft Shares deposited with
The Bank of New York Mellon under an amended and restated deposit
agreement dated 4 September 2002 which are traded in the United States
on the NASDAQ Global Select Market under the symbol "SKIL" (ISIN Code:
US8309281074). Each SkillSoft ADS represents one SkillSoft Share. In
addition, SkillSoft confirms there are (i) 11,987,958 SkillSoft Options
that have been granted by SkillSoft that are presently outstanding
issued under the SkillSoft Share Option Plans and (ii) up to 210,000
SkillSoft Shares that are available for issuance pursuant to outstanding
purchase rights under the SkillSoft Employee Purchase Plan.

General

This summary should be read in conjunction with the full text of this
announcement. Appendix I to this announcement contains the conditions of
the Acquisition and the Scheme; Appendix II to this announcement
contains further details of the sources of information and bases of
calculations set out in this announcement; Appendix III contains certain
financial information relating to SkillSoft; and Appendix IV to this
announcement contains definitions of certain expressions used in this
summary and in this announcement.

The release, publication or distribution of this announcement in or into
certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this announcement and all other
documents relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction. Persons receiving such
documents (including, without limitation, nominees, trustees and
custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the parties involved
in the proposed Acquisition disclaim any responsibility or liability for
the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document or any
document by which the Acquisition and the Scheme are made. SkillSoft
Securityholders are advised to read carefully the formal documentation
in relation to the proposed transaction once the Scheme Document has
been despatched.

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be
available to SkillSoft employees on SkillSoft's website (www.SkillSoft.com).
SSI has no employees.

Not for release, publication or distribution, in whole or in part, in,
into or from a Restricted Jurisdiction.

12 February 2010

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION FOR CASH OF SKILLSOFT PLCBY SSI
INVESTMENTS III LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER
SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

1.Introduction

The Board of SkillSoft and the Board of SSI are pleased to announce that
they have reached agreement on the terms of a recommended acquisition
for cash of the entire issued and to be issued share capital of
SkillSoft by SSI by means of a scheme of arrangement under Section 201
of the Companies Act 1963 of Ireland.

The Board of SkillSoft, which has been so advised by Credit Suisse,
considers the terms of the Acquisition to be fair and reasonable. In
providing its advice, Credit Suisse has taken into account the
commercial assessments of the Board of SkillSoft. Accordingly, the Board
of SkillSoft intends unanimously to recommend to SkillSoft
Securityholders to vote in favour of the Acquisition and Scheme, as the
directors of SkillSoft who are SkillSoft Securityholders have
irrevocably undertaken (subject to certain exceptions) to do in respect
of their own beneficial holdings, amounting to, in aggregate 5,877
SkillSoft Shares, which represents approximately 0.006 per cent. of the
issued share capital of SkillSoft.

SSI is a company formed by funds sponsored by each of Berkshire, Advent
and Bain Capital Partners. Stockbridge, an affiliate of Berkshire, owns
or controls 170,625 SkillSoft Shares in total, representing
approximately 0.180 per cent. of the entire issued share capital of
SkillSoft. Stockbridge has irrevocably undertaken (subject to certain
exceptions) to SSI and SkillSoft, in respect of the SkillSoft Shares
which it owns or controls, not to vote such SkillSoft Shares at the
Court Meeting but to vote such SkillSoft Shares in favour of the
resolutions to be considered at the Extraordinary General Meeting.
Stockbridge Partners LLC, an affiliate of Berkshire, that manages
investments for its clients has limited discretionary voting power in
respect of 110,319 SkillSoft Shares, representing approximately 0.117
per cent. of the entire issued share capital of SkillSoft. Stockbridge
Partners LLC has similarly undertaken (subject to certain exceptions) so
to vote, subject to the prior rights of those clients to exercise voting
power themselves.

The Acquisition and the Scheme will be subject to the conditions and
further terms set out in Appendix I, which will also be set out in the
Scheme Document.

2.The Consideration

The Consideration represents:

US$10.80 per SkillSoft Share in cash

The Consideration values the entire issued and to be issued share
capital of SkillSoft at approximately US$1.1 billion. Under the terms of
the Acquisition, SkillSoft ADS Holders will receive US$10.80 in cash for
each SkillSoft ADS they own.

The Consideration represents:

a premium of approximately 26 per cent. over US$8.56, being the
average daily Closing Price of a SkillSoft ADS over the last 12 months
up to and including 11 February 2010, being the last Business Day
prior to this announcement;

a premium of approximately 11 per cent. over US$9.76, being the
Closing Price of a SkillSoft ADS on 11 February 2010; and

a higher price than any Closing Price of a SkillSoft ADS over the last
12 months up to and including 11 February 2010.

The Acquisition offers an attractive liquidity event for SkillSoft
Securityholders.

3.Background to and Reasons for Recommending the Acquisition

The SkillSoft Board has on an ongoing basis discussed the long-term
strategy of SkillSoft and strategic opportunities that might be
available to enhance shareholder value, including additional investments
in new growth opportunities, potential acquisitions, recapitalisation
options, as well as the sale of SkillSoft.

Beginning in November 2009, SkillSoft management, often with the
participation of Mr. William Boyce, SkillSoft's Lead Director, held a
series of meetings and discussions with representatives of Berkshire.
Following the execution of a confidentiality agreement on 2 November
2009, the meetings began with an initial introductory meeting on 4
November 2009, and continued to allow Berkshire to conduct due diligence
on SkillSoft for the purpose of evaluating a potential investment in, or
acquisition of, SkillSoft. Mr. Boyce and Mr. Chuck Moran regularly
updated the other members of the Board of SkillSoft on the discussions
with Berkshire, including at meetings of the Board of SkillSoft held in
November 2009, December 2009 and the first part of January 2010.

Beginning in January 2010, at Berkshire's request, SkillSoft management,
together with Mr Boyce, also met with representatives of Advent and Bain
Capital Partners, which were considering partnering with Berkshire in
making an acquisition proposal for SkillSoft. SkillSoft management also
met, at Berkshire's request, with potential providers of debt financing
to Berkshire and the Investor Group. During this time period, numerous
discussions also took place between representatives of Credit Suisse,
SkillSoft's financial adviser, and representatives of Morgan Stanley,
Berkshire's lead financial adviser.

On 27 January 2010, the Investor Group delivered a letter to SkillSoft
stating that, subject to confirmatory due diligence and other
conditions, the Investor Group was willing to acquire SkillSoft for
US$10.50 per SkillSoft Share in cash. This letter also set out the
primary terms and conditions of such an acquisition, including a
covenant of SkillSoft not to solicit any competing acquisition proposals.

SkillSoft and the Investor Group, assisted by their respective financial
advisers, negotiated and finalised the terms of this acquisition
proposal over the next week. At a SkillSoft Board meeting held on 4
February 2010, the Board of SkillSoft gave preliminary approval to an
acquisition proposal on terms that included a price of US$10.80 per
SkillSoft Share in cash and SkillSoft's right to affirmatively solicit
competing acquisition proposals for a period of time following
announcement of an agreement with the Investor Group, and directed its
legal and financial advisers to work as expeditiously as possible to
prepare and negotiate the definitive acquisition documents.

During the next week, SkillSoft and the Investor Group and their legal
and financial advisers negotiated and finalized the terms of the
definitive acquisition documents. On 11 February 2010, both the
Independent Committee and the Board of SkillSoft unanimously voted to
approve the Acquisition and the Transaction Agreement, the Expenses
Reimbursement Agreement, this announcement and related documents.

In reaching its determination to approve the Acquisition, the Board of
SkillSoft consulted with SkillSoft management and its financial and
legal advisors, drew on its knowledge of SkillSoft's business, assets,
financial condition, operating results, prospects and historical share
trading prices, and considered the following factors in particular:

Characteristics of the trading market for SkillSoft ADSs, including:

historical and current trading prices of SkillSoft ADSs, including
the fact that the Closing Price of a SkillSoft ADS on 11 February
2010 was close to its one-year and five-year highs;

the significant ownership concentration among SkillSoft's top
institutional shareholders; and

the limited liquidity of the trading market for SkillSoft ADSs,
which has led to frustration among some significant SkillSoft
shareholders and (in SkillSoft management's opinion) has dissuaded
other institutional investors from purchasing SkillSoft ADSs.

The e-learning market in which SkillSoft competes, including:

the characteristics and projected growth of the market, including
a reduction in forecasted growth rates due to global economic
conditions, thus impacting revenue growth of all market
participants;

trends related to the recessionary environment, such as a more
discretionary view on training, budget pressure and pricing
sensitivity; and

SkillSoft's preliminary operating plan for fiscal 2011 anticipates
that fiscal 2011 will be a more challenging year than is reflected in
the fiscal 2011 mean estimates of securities analysts published with
Institutional Brokers' Estimate System (I/B/E/S) in part because
SkillSoft's bookings (which SkillSoft does not publicly disclose)
during fiscal 2010 were down from fiscal 2009, and SkillSoft
recognizes revenue ratably in the periods following client bookings.
As a result, the SkillSoft Board had concern about the potential near
term trading price of SkillSoft ADSs.

The SkillSoft Board's review of strategies available to SkillSoft, and
its conclusion following that review that:

each of the strategies, in the board's judgment, involved risk and
uncertain likelihood of success, and involved execution
challenges as well as the potential to disrupt SkillSoft's
existing business plan and prospects;

continuing to operate the business with a view to maximizing
profitability, while a viable alternative, was unlikely to result
in meaningful change to SkillSoft's existing growth profile;

each of the growth strategies considered could potentially have a
negative impact on the trading price of SkillSoft ADSs in the
short term due to the natural delay that occurs between when
incremental investments are made and subsequent growth is
achieved; and

those growth strategies that offered the greatest potential for a
long-term positive impact on the trading price of SkillSoft ADSs
involved increased levels of execution risk, long term horizons,
and lacked reasonable certainty in their ability to yield
meaningful increases in the value of SkillSoft ADSs relative to
the underlying risk.

The efforts undertaken by SkillSoft directly or by various investment
banks and intermediaries over the past several years to determine
whether any party was interested in making an acquisition proposal for
SkillSoft, which did not yield any definitive acquisition proposal
other than the one from the Investor Group.

The value of the purchase price to be received by SkillSoft
Securityholders in the Acquisition, including:

the fact that the consideration of US$10.80 per SkillSoft Share in
cash represents approximately an 11 per cent. premium to the
Closing Price of a SkillSoft ADS on 11 February 2009 (the last
Business Day prior to this announcement), approximately a 26 per
cent. premium to the average closing price of a SkillSoft ADS over
the one-year period ending on 11 February 2010 and approximately a
49 per cent. premium to the average Closing Price of a SkillSoft
ADS over the five-year period ending on 11 February 2010; and

the fact that SkillSoft Securityholders will receive the
Consideration in cash, which provides certainty of value to
SkillSoft's Securityholders as compared to a transaction in which
they would receive stock or other non-cash consideration.

The financial analyses presented and views expressed by Credit Suisse.

The terms and conditions of the Acquisition, including:

the conditions to the closing of the Acquisition and the
likelihood of their being satisfied, including the absence of any
financing condition to SSI's obligation to consummate the
Acquisition;

the right of SkillSoft to affirmatively solicit acquisition
proposals from other parties during the 22-day period following
the date of this announcement, and the right of SkillSoft
following the expiration of that period to furnish information to
and conduct negotiations with third parties that make an
unsolicited acquisition proposal, subject in either case to
SkillSoft's obligation to make an expenses-reimbursement payment
of up to 1 per cent. of the total value of the entire issued share
capital (excluding any interest in such share capital of SkillSoft
(including in the form of American Depositary Shares) held by
Stockbridge) as ascribed by the terms of the Acquisition, under
certain circumstances; and

the Board of SkillSoft's belief that the expenses-reimbursement
payment to be made to SSI in the circumstances set forth in the
Expenses Reimbursement Agreement would not be likely to preclude
another party from making a superior acquisition proposal.

In the course of its deliberations, the Board of SkillSoft also
considered a variety of risks and other countervailing factors with
respect to the Acquisition, including:

the fact that SkillSoft will no longer exist as an independent,
publicly-traded company and that SkillSoft Securityholders will no
longer benefit from the future financial performance or any
appreciation in the value of SkillSoft;

the risk that the Acquisition might not be completed due to failure to
satisfy the Conditions, some of which are outside of SkillSoft's
control;

if the Acquisition is not completed, the potential adverse effect of
the public announcement of the Acquisition on SkillSoft's business,
including its customer and partner relationships, SkillSoft's ability
to attract and retain key personnel and SkillSoft's overall
competitive position; and

the fact that gains from an all-cash transaction will be taxable to
SkillSoft Securityholders for U.S. federal income tax purposes and
Irish capital gains tax purposes.

The foregoing discussion of the factors considered by the SkillSoft
Board is not intended to be exhaustive, but does set forth all of the
material factors considered by the SkillSoft Board. The SkillSoft Board
collectively reached the unanimous conclusion to approve the Acquisition
in light of the various factors described above and other factors that
each member of the SkillSoft Board deemed relevant. In view of the wide
variety of factors considered by the members of the SkillSoft Board in
connection with their evaluation of the Acquisition and the complexity
of these matters, the SkillSoft Board did not consider it practical, and
did not attempt, to quantify, rank or otherwise assign relative weights
to the specific factors it considered in reaching its decision. The
SkillSoft Board made its decision based on the totality of information
presented to and considered by it. In considering the factors discussed
above, individual directors may have given different weights to
different factors.

Based on its evaluation of the above factors, the SkillSoft Board
unanimously recommends that SkillSoft Securityholders vote in favour of
the Acquisition.

4.The Acquisition and the Scheme

The Acquisition will be effected by way of a Scheme of Arrangement.
Under the Scheme (which will be subject to the conditions and on the
terms set out in Appendix I to this announcement and which will also be
set out in the Scheme Document) Scheme Shareholders will receive the
Consideration in return for the cancellation of their Cancellation
Shares and/or the transfer to SSI of their Transfer Shares.

The Scheme of Arrangement is an arrangement made between SkillSoft and
SkillSoft Shareholders under Section 201 of the Act and is subject to
the approval of the High Court. If the Scheme becomes effective, all
Cancellation Shares will be cancelled pursuant to Sections 72 and 74 of
the Act and all Transfer Shares will be transferred to SSI in accordance
with the terms of the Scheme. SkillSoft will then issue new SkillSoft
Shares to SSI in place of the Cancellation Shares cancelled pursuant to
the Scheme and SSI will pay the Consideration for the Acquisition to
former SkillSoft Shareholders. As a result of these arrangements,
SkillSoft will become a wholly owned subsidiary of SSI.

To become effective, the Scheme requires, amongst other things, the
approval at the Court Meeting of a majority in number of Scheme
Shareholders, present and voting either in person or by proxy,
representing three-fourths (75 per cent.) or more in value of the
SkillSoft Shares held by such holders, as well as the approval by
SkillSoft Shareholders of resolutions relating to the implementation of
the Scheme at an EGM to be held directly after the Court Meeting.

Assuming the necessary approvals from the SkillSoft Shareholders have
been obtained and all conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon delivery to
the Registrar of Companies of a copy of the Court Order of the High
Court sanctioning the Scheme together with the minute required by
Section 75 of the Act confirming the capital reduction and registration
of the Court Order and minute by the Registrar of Companies. Upon the
Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the Extraordinary General Meeting.

The Acquisition is conditional on the Scheme becoming effective. The
conditions to the Acquisition and the Scheme are set out in full in
Appendix I to this announcement. The implementation of the Scheme is
conditional, amongst other things, upon:

the Scheme becoming effective by not later than 16 July 2010 or such
later date, if any, as SkillSoft and SSI may, with, if required, the
consent of the Panel, agree and, if required, the High Court may
allow, failing which the Scheme will lapse;

the expiration of the applicable waiting period under the HSR Act and
the equivalent laws in Germany and Austria;

the approval by a majority in number of Scheme Shareholders, present
and voting either in person or by proxy, representing three-fourths
(75 per cent.) or more in value of the SkillSoft Shares held by such
holders, at the Court Meeting (or at any adjournment of such meeting);

the passing of such resolutions as are required to approve or
implement the Scheme at the Extraordinary General Meeting;

the sanction by the High Court of the Scheme and confirmation of the
reduction of capital involved therein by the High Court and the
delivery of an office copy of the Court Order and the minute required
by Section 75 of the Act to the Registrar of Companies and the
registration of such Court Order and minute by the Registrar of
Companies; and

the conditions, which are not otherwise identified above, being
satisfied or waived on or before the sanction of the Scheme by the
High Court pursuant to Section 201 of the Act.

The Scheme Document, containing further information relating to the
implementation of the Scheme, the full terms and conditions of the
Scheme, and the notices of the Court Meeting to be convened by direction
of the High Court and the separate Extraordinary General Meeting
required to approve the Scheme and related resolutions, will be posted
as soon as reasonably practicable after the date of this announcement,
to SkillSoft Securityholders and, for information only, to SkillSoft
Optionholders and the holders of purchase rights under the SkillSoft
Employee Purchase Plan.

The Scheme Document will also specify the actions to be taken by
SkillSoft Securityholders. It is expected that the Acquisition and the
Scheme will become effective prior to 16 July 2010.

5.Information on SkillSoft

SkillSoft is a leading provider of e-learning and performance support
solutions for global enterprises, government, education and small to
medium-sized businesses. SkillSoft enables business organisations to
maximise business performance through a combination of comprehensive
e-learning content, online information resources, flexible learning in
technologies and support schemes.

SkillSoft's products and services are designed to enable learning to
sustain customers' business success over the long term, while creating
positive outcomes for more stakeholders. With comprehensive learning
solutions comprised of high-quality learning resources and flexible
technology approaches, SkillSoft helps customers achieve sustainable,
measurable business results. These solutions are designed to support all
levels of the organisation and can easily be adapted to meet strategic
business initiatives, on-demand information needs and individual job
roles.

SkillSoft maintains a worldwide presence with products sold in 58
countries.

SkillSoft was incorporated in Ireland on 8 August 1989. On 6 September
2002, SkillSoft Corporation completed a merger with SmartForce PLC and
on 19 November 2002 the combined entity became known as SkillSoft PLC.
On 14 May 2007, SkillSoft PLC completed the acquisition of NETg from the
Thompson Corporation.

SkillSoft ADSs, which represent SkillSoft Shares deposited with The Bank
of New York Mellon under an amended and restated deposit agreement dated
4 September 2002 are traded in the United States on the NASDAQ Global
Select Market under the symbol "SKIL". Each SkillSoft ADS represents one
SkillSoft Share.

The Board of SkillSoft is being advised by Credit Suisse.

Wilmer Cutler Pickering Hale and Dorr LLP and William Fry are acting as
legal advisers to the Board of SkillSoft.

6.Information on SSI

SSI is a private limited company, which was incorporated in Ireland on 3
February 2010. The directors of SSI are Michael Ascione, Mark Commins,
Tim Franks, David Humphrey and Imelda Shine. SSI has not conducted any
business prior to the date of this announcement (except for entering
into transactions relating to the Acquisition). SSI is a company formed
by funds sponsored by each of Berkshire, Advent and Bain Capital
Partners. SSI has no employees.

Morgan Stanley is acting as lead financial adviser to SSI and the
Investor Group.

Barclays Capital is acting as financial adviser to SSI and the Investor
Group.

Ropes & Gray LLP and Mason Hayes+Curran are acting as legal advisers to
SSI and the Investor Group.

7.Information on the Investor Group

Berkshire Partners LLC

Berkshire Partners is an active investor in the private equity market,
managing approximately US$6.5 billion of capital over seven funds.
Berkshire is currently investing from its seventh fund, which totals
US$3.1 billion in committed capital, and has completed more than 90
acquisitions or growth capital investments during its nearly 25 year
investment history. Berkshire has a long history of successfully
investing in business services companies, including NEW/Asurion (a
provider of extended service plans and value added wireless subscription
services) and Acosta (a provider of sales and marketing services to the
consumer packaged goods industry).

Advent International Corporation

Advent International Corporation is a leading global private equity firm
with more than 150 investment professionals in 16 countries around the
world. Over its 25-year history, Advent has raised US$24 billion of
cumulative capital and currently manages buyout portfolios comprising
more than 50 companies. Advent has backed numerous management teams in
knowledge-based industries including: Financial Dynamics, an
international business communications consultancy; Alexander Mann, a
specialist staffing company focused on information technology and
financial markets; HumanGroup, a provider of temporary and outsourced
staffing services; Kroton (Bovespa: KROT11), one of Brazil's largest
private education companies; and WSiP, the largest educational publisher
in Poland.

Bain Capital Partners, LLC

Bain Capital, LLC (www.baincapital.com)
is a global private investment firm whose affiliates, including Bain
Capital Partners, manage several pools of capital including private
equity, venture capital, public equity, high-yield assets and mezzanine
capital with approximately US$65 billion in assets under management.
Bain Capital has a team of over 300 professionals dedicated to investing
and to supporting its portfolio companies. Since its inception in 1984,
funds sponsored by Bain Capital have made private equity investments and
add-on acquisitions in over 300 companies in a variety of industries
around the world. Bain Capital has a long history of investments in the
software, business services and education industries, including SunGard,
Applied Systems, Houghton Mifflin, Gartner Group, UGS, LinkedIn, The
Princeton Review, SolarWinds, and FleetCor. Headquartered in Boston,
Bain Capital has offices in New York, London, Munich, Hong Kong,
Shanghai, Tokyo and Mumbai.

8.Financing

The Acquisition will be financed from debt financing provided by Morgan
Stanley and Barclays Bank, together with equity commitments from each
member of the Investor Group. The financing will consist of a senior
secured Revolving Credit Facility of US$40 million, a senior secured
Term Loan Facility of US$325 million, and a senior unsecured Interim
Loan of US$240 million.

Further information on the financing of the Acquisition will be set out
in the Scheme Document.

Morgan Stanley & Co. Limited, an affiliate of Morgan Stanley, is
satisfied that resources are available to SSI sufficient to satisfy in
full the cash consideration payable under the Scheme.

9.Directors, Management and Employees

The Investor Group attaches great importance to the skills and
experience of the existing management and employees of SkillSoft who
will be critical to SkillSoft's business going forward.

The Board of SSI confirms that, following the Scheme becoming effective,
the existing employment rights, including pension rights, of all
employees of the SkillSoft Group will be fully safeguarded.

Upon the Scheme becoming effective, the non-executive directors of
SkillSoft intend to resign from the Board of SkillSoft.

Appropriate proposals will be made to SkillSoft Optionholders and the
holders of purchase rights under the SkillSoft Employee Purchase Plan in
due course.

11.Delisting and Cancellation of Trading

It is intended that, subject to and following the Scheme becoming
effective, and subject to applicable requirements of NASDAQ, SSI will
procure that SkillSoft applies for cancellation of the quotation of
SkillSoft ADSs on NASDAQ. The last day of dealing in SkillSoft ADSs on
NASDAQ will be the last business day before the Effective Date.

12.Expenses Reimbursement Agreement

SkillSoft has entered into an expenses reimbursement agreement dated 11
February 2010 with SSI, the terms of which have been approved by the
Panel. Under the Expenses Reimbursement Agreement, SkillSoft has agreed
to pay specific, quantifiable third party costs and expenses incurred by
SSI in connection with the Acquisition in the circumstances outlined
below. The liability of SkillSoft to pay these amounts is limited to a
maximum amount equal to 1 per cent. of the total value of the entire
issued share capital (excluding any interest in such share capital of
SkillSoft (including in the form of American Depositary Shares) held by
Stockbridge) as ascribed by the terms of the Acquisition. The
circumstances in which such payment will be made are if:

the Board of SkillSoft (or any member thereof) withdraws, adversely
modifies or qualifies its recommendation to SkillSoft Shareholders to
vote in favour of the Scheme;

SkillSoft willfully takes or omits to take any action, such as failing
to post the Scheme Document, preventing SkillSoft Shareholders from
voting at any meetings to approve the Scheme, unilaterally altering
the terms and conditions of the Scheme, or failing to deliver the
Court Order and minute of reduction of capital to the Registrar of
Companies (in any such case without the consent of SSI); or

prior to the Scheme being withdrawn by SkillSoft or lapsing in
accordance with its terms, a competing offer is announced and
subsequently made and that competing offer or a competing offer in
which that competing party is interested or participates subsequently
becomes effective or unconditional within the 18 months of such lapse
or withdrawal.

Credit Suisse, the independent financial adviser to the Board, has
confirmed in writing to the Panel that, in the opinion of the Board of
SkillSoft and Credit Suisse, in the context of the Acquisition, the
Expenses Reimbursement Agreement is in the best interests of SkillSoft
and SkillSoft Shareholders.

13.Transaction Agreement

SkillSoft and SSI have entered into a Transaction Agreement which
contains certain assurances in relation to the implementation of the
Scheme.

Further information regarding the Transaction Agreement will be set out
in the Scheme Document.

14.Undertakings to Vote in Favour of the Acquisition and the
Scheme

14.1Members of the Board of SkillSoft and Others

SSI has received voting undertakings, in respect of approximately 0.020
per cent. of the entire issued share capital of SkillSoft, (subject to
certain exceptions) to vote, or to procure that voting instructions are
given to vote, in favour of the Acquisition and the Scheme from:

(i) the members of the Board of SkillSoft who are SkillSoft
Securityholders;

(ii) Gregory Porto (Vice President (Administration) of SkillSoft); and

(iii) Susan Moran (the spouse of SkillSoft CEO and President Chuck
Moran);

in respect of the 18,765 SkillSoft Shares, in aggregate, they own or
control.

14.2Stockbridge and Stockbridge Partners LLC

Stockbridge, an affiliate of Berkshire, owns or controls 170,625
SkillSoft Shares in total, representing approximately 0.180 per cent. of
the entire issued share capital of SkillSoft, has irrevocably undertaken
(subject to certain exceptions) to SSI and SkillSoft in respect of the
SkillSoft Shares which it owns or controls, not to vote such SkillSoft
Shares at the Court Meeting but to vote such SkillSoft Shares in favour
of the resolutions to be considered at the Extraordinary General
Meeting. Stockbridge Partners LLC, an affiliate of Berkshire, that
manages investments for its clients has limited discretionary voting
power in respect of 110,319 SkillSoft Shares, representing approximately
0.117 per cent. of the entire issued share capital of SkillSoft.
Stockbridge Partners LLC has similarly undertaken (subject to certain
exceptions) so to vote, subject to the prior rights of those clients to
exercise voting power themselves.

14.3Lapse of Undertakings

All of the voting undertakings referred to paragraphs 14.1 and 14.2
above will lapse if:

the Scheme lapses or is withdrawn;

the Transaction Agreement is terminated by either party thereto;

a higher competing offer is announced (whether pursuant to Rule 2.4 or
Rule 2.5 of the Takeover Rules) or a higher competing offer is made;

the Scheme does not become effective by 16 July 2010 (or such later
date as SkillSoft and SSI agree, with the consent of the Panel and the
High Court);

the resolutions are not passed at the EGM or the Court Meeting;

the Board of SkillSoft withdraws its recommendation to SkillSoft
Shareholders to vote in favour of the Scheme;

the High Court declines or refuses to sanction the Scheme, unless
SkillSoft and SSI agree that the decision of the High Court shall be
appealed and, if so appealed, a final non-appealable order, decree,
judgment, or ruling has been issued; or

SSI announces that it will not proceed to make the Acquisition.

15.Interests and Short Positions in SkillSoft

As at 11 February 2010, being the last practicable date prior to the
date of this announcement, Stockbridge, an affiliate of Berkshire was
interested in 170,625 SkillSoft Shares and Stockbridge Partners LLC,
another affiliate of Berkshire, was interested in 110,319 SkillSoft
Shares.

Save as disclosed in this paragraph 15 and save for the voting
undertakings referred to in paragraph 14 above, as at 11 February 2010,
being the last practicable date before this announcement, neither SSI
nor (so far as SSI is aware) any person Acting in Concert with SSI is
interested in or holds any short position in any class of relevant
securities of SkillSoft.

Neither SSI nor (so far as SSI is aware) any person Acting in Concert
with SSI has any arrangement in relation to any class of relevant
securities of SkillSoft. For these purposes, "arrangement" includes an
indemnity or option arrangement, any agreement or understanding, formal
or informal, of whatever nature, relating to relevant securities which
is, or may be, an inducement to deal or refrain from dealing in such
securities.

Party

Interest in SkillSoft Securities

Morgan Stanley Financial Products Inc.

1,937

Morgan Stanley & Co. Incorporated

6,783

Morgan Stanley Smith Barney LLC

64,042

Barclays Capital Inc.

Single Stock Physical Put - Long 500

Barclays Capital Inc.

Single Stock Physical Put - Short 500

Barclays Capital Inc.

Single Stock Physical Call - Long 5,000

Barclays Capital Inc.

Single Stock Physical Call - Short 2,600

Barclays Bank PLC - France

Client Position - No Voting Rights 310

Palomino Ltd.

84,118 ADS Long

In the interests of confidentiality, Berkshire, Advent and Bain Capital
Partners have made only limited enquiries in respect of certain parties
who may be deemed by the Panel to be acting in concert with them for the
purposes of the Acquisition. Enquiries of such parties will be made as
soon as practicable following the date of this announcement and any
disclosure in respect of such parties will be included in the Scheme
Document.

16.General

The Acquisition and the Scheme will be made subject to the conditions
and further terms set out in Appendix I and to be set out in the Scheme
Document. The Scheme Document will include full details of the
Acquisition and will be accompanied by the appropriate forms of proxy.
These will be despatched to SkillSoft Securityholders and, for
information only, to SkillSoft Optionholders, in due course.

The Scheme Document is expected to be posted on or before 12 March 2010.

The Acquisition and the Scheme will be governed by the laws of Ireland
and will be subject to the applicable requirements of the Takeover Rules
and applicable laws.

Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix IV.

Enquiries:

SkillSoft

Tom McDonald, Chief Financial Officer

+1(603)324-3000

Geoff Grande, FD Investor Relations

+1(415)249-2100

Jonathan Neilan, FD Media Relations, Ireland

+353(0)16633686

Financial Adviser to SkillSoft

Credit Suisse

North America

Adam Nordin

+1(312)750-3000

Storm Duncan

+1(415)249-2100

UK & Ireland

Zachary Brech

+442078888888

SSI

Michael Ascione, Berkshire

+1(617)227-0050

Financial Adviser to SSI and the Investor Group

Morgan Stanley

North America

Michael George

+1(212)761-4000

Christopher Bartlett

+1(212)761-4000

UK & Ireland

Ian Hart

+442074258000

Laurence Hopkins

+442074258000

The directors of SkillSoft accept responsibility for the information
contained in this announcement, other than that relating to SSI,
Berkshire, Advent, Bain Capital Partners, the Investor Group,
Stockbridge, Stockbridge Partners LLC, their respective associates and
the directors of SSI and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of SkillSoft (who have taken all reasonable care
to ensure such is the case), the information contained in this
announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

The directors of SSI accept responsibility for the information contained
in this announcement relating to SSI, the Investor Group, Berkshire,
Advent, Bain Capital Partners, Stockbridge, Stockbridge Partners LLC,
their respective associates and the directors of SSI and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of SSI
(who have taken all reasonable care to ensure such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Credit Suisse, which is regulated under the laws of the United States of
America, is acting exclusively for SkillSoft and no one else in
connection with the Acquisition and will not be responsible to anyone
other than SkillSoft for providing the protections afforded to clients
of Credit Suisse or for providing advice in relation to the Acquisition,
the contents of this announcement or any transaction or arrangement
referred to herein.

Morgan Stanley, which is regulated under the laws of the United States
of America, is acting as lead financial adviser to SSI and the Investor
Group and no one else in connection with the Acquisition and will not be
responsible to anyone other than SSI and the Investor Group for
providing the protections afforded to clients of Morgan Stanley or for
providing advice in relation to the Acquisition, the contents of this
announcement or any transaction or arrangement referred to herein.

Barclays Capital, which is regulated under the laws of the United States
of America, is acting as financial adviser to SSI and the Investor Group
and no one else in connection with the Acquisition and will not be
responsible to anyone other than SSI and the Investor Group for
providing the protections afforded to clients of Barclays Capital or for
providing advice in relation to the Acquisition, the contents of this
announcement or any transaction or arrangement referred to herein.

The full text of the conditions and reference to certain further terms
of the Acquisition and the Scheme are set out in Appendix I.

This announcement does not constitute an offer to purchase, sell,
subscribe for or exchange or the solicitation of an offer to purchase,
sell, subscribe for or exchange any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

SkillSoft plans to file with the U.S. Securities and Exchange
Commission, or SEC, and mail to its shareholders a Proxy Statement
(comprising the Scheme Document) in connection with the Acquisition and
the Scheme. Investors and security holders are urged to read the Proxy
Statement (comprising the Scheme Document) carefully when it becomes
available because it will contain important information about SkillSoft,
the Acquisition and the Scheme and related matters. Investors and
security holders will be able to obtain free copies of the Proxy
Statement (comprising the Scheme Document) and other documents filed
with the SEC by SkillSoft through the web site maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Proxy Statement (comprising the Scheme Document) from
SkillSoft by contacting SkillSoft PLC, Attention: Investor Relations,
107 Northeastern Boulevard, Nashua, New Hampshire 03062, USA;
(tel) +1(603)324-3000.

SkillSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by this scheme of arrangement. Information
regarding the Company's directors and executive officers is contained in
SkillSoft's Annual Report on Form 10-K for the year ended 31 January
2009 supplemented by Form 10-K/A dated 28 May 2009, and its Proxy
Statement on Schedule 14A, dated 26 August 2009, which are filed with
the SEC. These documents are available free of charge at the SEC's web
site at www.sec.gov.

SAFE HARBOUR FORWARD-LOOKING STATEMENTS

This announcement includes information that constitutes forward-looking
statements made pursuant to the safe harbour provision of the Private
Securities Litigation Reform Act of 1995. Statements in this
announcement regarding the proposed transaction between SSI and
SkillSoft, the expected timetable for completing the transaction and any
other statements about SSI's and SkillSoft's future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements. Any such forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially from
those indicated by such forward-looking statements. Factors that could
cause or contribute to such differences include competitive pressures,
changes in customer demands or industry standards, adverse economic
conditions, loss of key personnel, litigation and other risk factors
disclosed under the heading "Risk Factors" in SkillSoft's Quarterly
Report on Form 10-Q for the quarterly period ended 31 October 2009, as
filed with the Securities and Exchange Commission. The forward-looking
statements provided by SSI and SkillSoft in this announcement represent
the views of SSI and SkillSoft as of the date of this announcement. SSI
and SkillSoft anticipate that subsequent events and developments may
cause their views to change. However, while SSI and SkillSoft may elect
to update these forward-looking statements at some point in the future,
SSI and SkillSoft specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing
SSI's and SkillSoft's views as of any date subsequent to the date of
this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person
is, or becomes, 'interested' (directly or indirectly) in, one per cent.,
or more of any class of 'relevant securities' of SkillSoft, all
'dealings' in any 'relevant securities' of SkillSoft (including by means
of an option in respect of, or a derivative referenced to, any such
'relevant securities') must be publicly disclosed by not later than 3.30
pm (Dublin time) on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the
scheme becomes effective or on which the 'offer period' otherwise ends.
If two or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an 'interest' in
'relevant securities' of SkillSoft, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings'
in 'relevant securities' of SkillSoft by SSI or SkillSoft, or by any of
their respective 'associates' must also be disclosed by no later than 12
noon (Dublin time) on the business day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed can be found on the Panel's
website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having
an 'interest' by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.

Terms in quotation marks are defined in the Takeover Rules, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a dealing under Rule 8,
please consult the Panel's website at www.irishtakeoverpanel.ie
or contact the Panel on telephone number +353(0)1678 9020; fax number
+353(0)1678 9289.

In accordance with Rule 2.10 of the Takeover Rules SkillSoft confirms
that it has 94,656,179 SkillSoft Shares in issue. There are 94,651,916
SkillSoft ADSs in issue, which represent SkillSoft Shares deposited with
The Bank of New York Mellon under an amended and restated deposit
agreement dated 4 September 2002 which are traded in the United States
on the NASDAQ Global Select Market under the symbol "SKIL" (ISIN Code:
US8309281074). Each SkillSoft ADS represents one SkillSoft Share. In
addition, SkillSoft confirms there are (i) 11,987,958 SkillSoft Options
that have been granted by SkillSoft that are presently outstanding
issued under the SkillSoft Share Option Plans and (ii) up to 210,000
SkillSoft Shares that are available for issuance pursuant to outstanding
purchase rights under the SkillSoft Employee Purchase Plan.

General

The release, publication or distribution of this announcement in or into
certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this announcement and all other
documents relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction. Persons receiving such
documents (including, without limitation, nominees, trustees and
custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies
involved in the proposed Acquisition disclaim any responsibility or
liability for the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document or any
document by which the Acquisition and the Scheme are made. SkillSoft
Shareholders are advised to read carefully the formal documentation in
relation to the proposed transaction once the Scheme Document has been
despatched.

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be
available to SkillSoft employees on SkillSoft's website (www.SkillSoft.com).
SSI has no employees.

APPENDIX I

CONDITIONS OF THE ACQUISITION AND THE SCHEME

The Acquisition and the Scheme comply with the Takeover Rules and, where
relevant, the Securities Act, the Exchange Act, the respective rules and
regulations of NASDAQ and the Securities and Exchange Commission and are
subject to the terms and conditions set out in this announcement and to
be set out in the Scheme Document. The Acquisition and the Scheme are
governed by the laws of Ireland and subject to the exclusive
jurisdiction of the courts of Ireland, which exclusivity shall not limit
the right to seek provisional or protective relief in the courts of
another state after any substantive proceedings have been instituted in
Ireland, nor shall it limit the right to bring enforcement proceedings
in another state on foot of an Irish judgment.

1. The Acquisition will be conditional upon the Scheme becoming
effective and unconditional by not later than 16 July 2010 (or such
later date as SSI and SkillSoft may, with (if required) the consent of
the Panel, agree and (if required) the High Court may allow). The Scheme
will be conditional upon:

(a) the approval of the Scheme by a majority in number of the Scheme
Shareholders representing three-fourths (75 per cent.) or more in value
of the SkillSoft Shares held by such holders, present and voting either
in person or by proxy, at the Court Meeting (or at any adjournment of
such meeting);

(b) such resolution(s) required to approve or implement the Scheme and
set out in the notice convening the Extraordinary General Meeting being
duly passed by the requisite majority at the Extraordinary General
Meeting (or at any adjournment of such meeting);

(c) the sanction by the High Court (with or without modification) of the
Scheme pursuant to Section 201 of the Act and the confirmation of the
reduction of capital involved therein by the High Court; and

(d) office copies of the Court Order and the minute required by Section
75 of the Act in respect of the reduction (referred to in paragraph
1(c)) being delivered for registration to the Registrar of Companies and
registration of the Court Order and minute confirming the reduction of
capital involved in the Scheme by the Registrar of Companies.

2. SkillSoft and SSI have agreed that, subject to paragraph 3 of this
Appendix I, the Acquisition will also be conditional upon the following
matters having been satisfied or waived on or before the sanction of the
Scheme by the High Court pursuant to Section 201 of the Act:

(a)

(i) all filings having been made and all or any applicable waiting
periods (including any extensions thereof) under the HSR Act and the
equivalent laws in Germany and Austria shall have terminated, lapsed or
expired, as appropriate, in each case in connection with the Acquisition
(it being understood that neither SkillSoft nor SSI shall be required to
make any material payments other than as contemplated by the Transaction
Agreement, other than filing or other fees payable to a Governmental
Authority for seeking the relevant Clearance, all such Clearances
remaining in full force and effect, there being no notified intention to
revoke or vary or not to renew the same at the time at which the
Acquisition becomes otherwise unconditional);

(ii) the Irish Revenue Commissioners not having confirmed in writing to
the SkillSoft Group that they do not recognize that certain intellectual
property rights transferred to SkillSoft Ireland Limited on 9 February
2009 attract Irish capital allowances on the entire acquisition price
under (A) section 291 of the Taxes Consolidation Act 1997 as computer
software or (B) sections 291 and 755 of that Act as computer software
and patent rights, respectively. Where the Revenue Commissioners
confirm their position in writing, this condition will be satisfied
where the Revenue Commissioners have effectively confirmed that capital
allowances will be available on the entire acquisition price under
either (A) or (B);

(iii) except (x) pursuant to the exercise of SkillSoft Share Options in
respect of not more than 11,987,958 shares granted prior to 12 February
2010 (being the date of this announcement) and then only in accordance
with the existing terms of the existing SkillSoft Share Option Schemes
and (y) not more than 210,000 Shares issued pursuant to the SkillSoft
Employee Purchase Plan as part of the offering period occurring in or
around 31 March 2010, there not having been issued, granted, conferred
or awarded by SkillSoft or any other member of the SkillSoft Group other
than to any other member of the SkillSoft Group (it being understood
that SkillSoft shall not issue, grant, confer or award any shares or any
rights or convertible securities to any other member of the SkillSoft
Group or agree to do any of the foregoing), or agreed to be issued,
granted, conferred or awarded, any shares, or any rights or securities
convertible or exchangeable into, or granted the right option, warrant,
deferred stock unit, conversion right or other right to call for the
issue of, any shares, or effected any share split, share combination,
reverse share split, share dividend, recapitalisation, or altered the
rights attaching to any shares, or effected any reduction, repayment or
cancellation of share capital or share premium or capitalisation any
reserves or redeemed or repurchased any shares or other similar
transaction (and in any of the foregoing cases, whether or not pursuant
to the existing SkillSoft Share Option Schemes);

(iv) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available, no litigation, arbitration proceedings, prosecution, legal
proceedings or, so far as SkillSoft is actually aware at the date of
this announcement, no investigation by any Governmental Authority or
agency to which any member of the Wider SkillSoft Group is a party
(whether as plaintiff or defendant or otherwise) having been instituted
at any time up to 12 February 2010 (being the date of this announcement)
that was not disclosed (save where the consequences of such litigation,
arbitration proceedings, prosecution or other legal proceedings or
investigation are not or would not have a material adverse effect (in
value terms or otherwise) in the context of the Wider SkillSoft Group
taken as a whole); or

(v) otherwise than as required by applicable law or regulation, pursuant
to the Transaction Agreement or with the consent of SSI, the cash
management policies of the SkillSoft Group not having materially changed
from such policies as applied by the SkillSoft Group prior to 12
February 2010 (being the date of this announcement) and, other than in
the ordinary course of business, having used since 12 February 2010
(being the date of this announcement) all reasonable efforts such as to
maximize available cash balances in the United States as at the
Effective Date;

(b) no Irish, United States, German or Austrian federal governmental
commission, board, body, bureau, or other regulatory authority or
agency, including courts and other judicial bodies, any competition,
anti-trust or supervisory body or other governmental, trade or
regulatory agency or body, securities exchange or any self-regulatory
body or authority, including any instrumentality or entity designed to
act for or on behalf of any of the foregoing, in each case, in any
jurisdiction in which a member of SkillSoft Group currently carries on a
material part of the business of the Wider SkillSoft Group (each a
'Governmental Authority') having instituted or implemented any action,
proceeding, or suit or having made, enforced, enacted, issued or deemed
applicable to the Acquisition any statute, regulation or order or having
withheld any consent which would reasonably be expected to:

(i) make the Acquisition or its implementation, or the acquisition or
proposed acquisition by SSI of any shares in, or control of, SkillSoft,
or any material assets of SkillSoft, void, illegal or unenforceable or
otherwise, directly or indirectly, restrain, revoke, prohibit,
materially restrict or delay beyond 15 July 2010 the same or impose
additional or different material conditions or obligations with respect
thereto;

(ii) result in a delay beyond 15 July 2010 in the ability of SSI, or
render SSI unable, to acquire some or all of the SkillSoft Shares or
result in or effect any divestiture of, or requirement to hold separate
(including by establishing a trust or otherwise), or agree to restrict
in any material respect its ownership or operation of, any material
portion of the business or assets of SkillSoft, or to enter into any
material adverse settlement or consent decree, or agree to any material
adverse undertaking, with respect to any material portion of the
business or assets of SkillSoft;

(iii) impose any limitation lasting beyond 15 July 2010 or result in a
delay beyond 15 July 2010 in the ability of SSI to acquire, or to hold
or to exercise effectively, directly or indirectly, all or any rights of
ownership of shares, SkillSoft Shares, (or the equivalent) in, or to
exercise voting or management control over, SkillSoft or any material
Subsidiary or subsidiary undertaking of SkillSoft or on the ability of
any member of the Wider SkillSoft Group to hold or exercise effectively,
directly or indirectly, rights of ownership of shares (or the
equivalent) in, or to exercise rights of voting or management control
over, any material member of the Wider SkillSoft Group;

(iv) require any member of the SSI Group or any member of the Wider
SkillSoft Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in, or any interest in any asset owned
by, any member of the Wider SkillSoft Group owned by any third party;

(v) except where the consequences thereof would not be material in value
terms or otherwise in the context of the Wider SkillSoft Group taken as
a whole, impose any limitation on the ability of any member of the
SkillSoft Group to integrate or co-ordinate its business, or any part of
it, with the businesses of any member of the Wider SkillSoft Group;

(vi) except where the consequences thereof would not be material in
value terms or otherwise in the context of the Wider SkillSoft Group
taken as a whole, result in any member of the Wider SkillSoft Group
ceasing to be able to carry on business in any jurisdiction;

(vii) except where the consequences thereof would not be material in
value terms or otherwise in the context of the Wider SkillSoft Group
taken as a whole, cause any member of the Wider SkillSoft Group to cease
to be entitled to any authorisation, order, recognition, grant, consent,
clearance, confirmation, licence, permission or approval used by it in
the carrying on of its business in any jurisdiction; or

(viii) except where the consequences thereof would not be material in
value terms or otherwise in the context of the Wider SkillSoft Group
taken as a whole, otherwise adversely affect the business, financial
condition or results of operations of the Wider SkillSoft Group taken as
a whole;

for the purposes of this Appendix I, the effects referred to in the
foregoing paragraphs (i) through (viii) are referred to as a 'Restraint';

(c) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available and except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider
SkillSoft Group taken as a whole, to the knowledge and belief of the
directors of SkillSoft (which knowledge shall be tested as of the time
at which this condition is measured), none of the (i) products
(excluding products supplied to any member of the SkillSoft Group by a
third party) previously or currently sold by any member of the SkillSoft
Group or (ii) business or activities previously or currently conducted
by any member of the SkillSoft Group infringes or constitutes a
misappropriation of, any Intellectual Property of any third party;

(d) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available, there being no provision of any arrangement, agreement,
licence, permit, franchise, facility, lease or other instrument to which
any member of the SkillSoft Group is a party or by or to which any such
member or any of its respective assets may be bound, entitled or be
subject and which, in consequence of the Acquisition or the acquisition
or proposed acquisition by SSI of any shares or other securities (or the
equivalent) in or control of SkillSoft or any member of the SkillSoft
Group or because of a change of control or management of SkillSoft or
otherwise, would be reasonably expected to result (except where, in any
of the following cases, the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider SkillSoft
Group taken as whole) in:

(i) any monies borrowed by, or any indebtedness or liability (actual or
contingent) of, or any grant available to any member of the Wider
SkillSoft Group becoming, or becoming capable of being declared,
repayable immediately or prior to their or its stated maturity;

(ii) the creation or enforcement of any mortgage, charge or other
security interest wherever existing or having arisen over the whole or
any part of the business, property or assets of any member of the Wider
SkillSoft Group or any such mortgage, charge or other security interest
becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise,
facility, lease or other instrument or the rights, liabilities,
obligations or interests of any member of the Wider SkillSoft Group
thereunder, or the business of any such members with, any person, firm
or body (or any arrangement or arrangements relating to any such
interest or business) being terminated or adversely modified or any
adverse action being taken or any obligation or liability arising
thereunder;

(iv) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider SkillSoft Group being or falling to
be disposed of or charged, or ceasing to be available to any member of
the Wider SkillSoft Group or any right arising under which any such
asset or interest would be required to be disposed of or charged or
would cease to be available to any member of the Wider SkillSoft Group
otherwise than in the ordinary course of business;

(v) any member of the Wider SkillSoft Group ceasing to be able to carry
on business, being prohibited from carrying on business or being subject
to a restriction imposing a non-compete, exclusivity or similar
restrictive covenant on the Wider SkillSoft Group, in each case, in any
jurisdiction in which it currently carries on business;

(vi) the value of, or financial or commercial position of any member of
the Wider SkillSoft Group being prejudiced or adversely affected; or

(vii) the creation of any liability or liabilities (actual or
contingent) by any member of the Wider SkillSoft Group;

unless, if any such provision exists, such provision shall have been
waived, modified or amended on terms reasonable satisfactory to SSI;

(e) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available and except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider
SkillSoft Group taken as a whole, the Wider SkillSoft Group (A)
conducting its business in the ordinary course consistent with past
practice in all respects and in compliance in all respects with all
applicable laws and regulations, (B) using reasonable endeavours to
preserve substantially intact its business organisation and goodwill and
to keep available the services of its executive officers and key
employees and preserve the relationships with those Persons having
business dealings with the SkillSoft Group, and no member of the
SkillSoft Group taking or agreeing to take, at any time after 12
February 2010 (being the date of this announcement), any of the
following actions (except as expressly required by applicable law or
regulation, the Transaction Agreement or by the Scheme, or to the extent
SSI shall consent in writing (which consent shall not be unreasonably
withheld, conditioned or delayed):

(i) amending its memorandum and articles of association or its
equivalent organisational documents;

(ii) except as required to comply with written employment agreements,
plans or other arrangements existing at the date of the Transaction
Agreement:

1. increasing the base salary of any member of the SkillSoft senior
management team or increasing the base salary of any employee unless the
aggregate of all such increases is equal to or less than 5% of the
aggregate base salaries of all employees of the SkillSoft Group;

2. enter into any new material agreement with persons that are
Affiliates or amend or otherwise modify in any material respect any
material agreement or arrangement with persons that are Affiliates; and

3. save for the entry into new executive compensation plans in
substantially the form (as to terms and conditions) disclosed to SSI at
any time up to 12 February 2010 (being the date of this announcement),
entering into or amending or otherwise modifying any agreement or
arrangement with officers or directors of SkillSoft, unless the
aggregate cost attributable to all such amendments or modifications is
equal to or less than 5% of the aggregate compensation of all officers
and directors of the SkillSoft Group;

(iii) except in connection with a Third Party Transaction Proposal after
a change in Scheme Recommendation or any other transaction having an
aggregate value of not more than US$5,000,000, (A) merging with,
entering into a consolidation with, entering into a scheme of
arrangement with or acquiring an interest in any person or acquiring the
whole or a substantial portion of the assets or business of any person
or any division or line of business thereof, (B) acquiring any assets
having an aggregate value of more than US$1,000,000, except in the
ordinary course of business, or (C) entering into any agreement or
arrangement for any of the above;

(iv) entering into any agreement the effect of which would be to impose
any non-compete, exclusivity or similar restrictive covenants on
SkillSoft which are material and adverse to the business of the Wider
SkillSoft Group or any material member of the SkillSoft Group or which
would, following the Effective Date, bind any member of the Investor
Group (other than SkillSoft and members of the SkillSoft Group);

(v) incurring any indebtedness in a sum greater than US$5,000,000 for
money borrowed by any member of the SkillSoft Group other than (i) such
indebtedness or lines of credit which existed as of October 31, 2009 as
reflected on the balance sheet included in SkillSoft's interim results
published in its Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 2009 filed with the SEC, or (ii) any indebtedness owed
to any member of the SkillSoft Group by any member of the SkillSoft
Group;

(vi) guaranteeing indebtedness of another person (other than another
member of the SkillSoft Group);

(vii) issuing, selling or amending any debt securities or warrants or
other rights to acquire any debt securities of SkillSoft or any member
of the SkillSoft Group, or guaranteeing any debt securities of another
person (other than another member of the SkillSoft Group);

(viii) other than in the ordinary course of business, being a creditor
in respect of any financial indebtedness (it being understood that the
provision of credit to customers of any member of the Wider SkillSoft
Group shall not constitute "financial indebtedness");

(ix) entering into, modifying, amending or terminating any commodity
hedging agreement, and any other agreement, involving credit exposure
for SkillSoft or any member of the SkillSoft Group;

(x) materially changing any material tax planning strategy of the
SkillSoft Group; and

(xi) authorising, recommending, proposing or announcing an intention to
adopt a plan of complete or partial liquidation or dissolution of
SkillSoft or any member of the SkillSoft Group provided that this does
not apply to the liquidation or dissolution of Fidalco Limited,
Stargazer Productions, SmartForce Business Skills Limited or
KnowledgeWell Group Limitedthat has commenced prior to the
date of the Transaction Agreement;

(f) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available:

(i) there not having arisen any adverse change or adverse deterioration
in the business, financial condition or results of operations or profits
of SkillSoft or any member of the Wider SkillSoft Group (save to an
extent which would not have a material adverse effect (in value terms or
otherwise) in the context of the Wider SkillSoft Group taken as a whole);

(ii) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available SSI not having discovered that any financial, business or
other information concerning the SkillSoft Group which has been
disclosed is misleading, contains a misrepresentation of fact or omits
to state a fact necessary, in light of the circumstances in which it was
made, to make the information contained therein not misleading (save to
an extent which would not have a material adverse effect (in value terms
or otherwise) in the context of the Wider SkillSoft Group taken as a
whole); and

(iii) no contingent or other liability existing at any time up to 12
February 2010 (being the date of this announcement) of which SkillSoft
is actually aware at the date of this announcement that was not
disclosed which would reasonably be expected to affect adversely any
member of the Wider SkillSoft Group (save to an extent which would not
have a material adverse effect (in value terms or otherwise) in the
context of the Wider SkillSoft Group taken as a whole);

(g) save as disclosed and/or save as publicly disclosed by SkillSoft by
the delivery of filings to the Securities and Exchange Commission (other
than with respect to "risk factors" or any forward looking information)
or by the delivery of an announcement to NASDAQ at any time up to 12
February 2010 (being the date of this announcement) which is publicly
available:

(i) no member of the SkillSoft Group being in default under the terms or
conditions of any facility or agreement or arrangement for the provision
of loans, credit or drawdown facilities, or of any security, surety or
guarantee in respect of any facility or agreement or arrangement for the
provision of loans, credit or drawdown facilities to any member of the
SkillSoft Group (save where such default is not or would not be material
(in value terms or otherwise) in the context of the Wider SkillSoft
Group taken as a whole);

(ii) no member of the SkillSoft Group having recommended, announced,
declared, set aside, paid or made or proposed the recommendation,
announcement, declaration, setting aside of any payment or making of any
dividend, any bonus issue or make any other distribution or payment
(whether in cash, securities or other property) (other than dividends
from a wholly-owned subsidiary of SkillSoft to another wholly-owned
subsidiary of SkillSoft or to SkillSoft); or

(iii) no member of the SkillSoft Group having directly or indirectly
redeemed, purchased or otherwise acquired any of its shares or any
equity interest of any member of the SkillSoft other than as permitted
pursuant to the Transaction Agreement;

(h) for the purposes of the conditions set out above:

(i) 'disclosed' means (A) fairly disclosed in writing by or on behalf of
SkillSoft to SSI Group or its Representatives at any time up to 3.00
p.m. (United States Eastern Time) on 11 February 2010 or (ii) contained,
as of 3.00 p.m. (United States Eastern time) on 11 February 2010, in the
ftp (file transfer protocol) site maintained by SkillSoft to share due
diligence materials with the SSI Group;

(ii) "Governmental Authority" has the meaning given to such expression
in paragraph 2 (b) of this Appendix I;

(v) 'parent undertaking', 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the European
Communities (Companies: Group Accounts) Regulations, 1992;

(vi) 'SSI Group' means SSI and its parent undertakings and its
Subsidiaries and subsidiary undertakings and any other Subsidiary or
subsidiary undertaking of its parent undertaking;

(vii) 'substantial interest' means an interest in 20 per cent. or more
of the voting equity capital of an undertaking;

(viii) 'Wider SkillSoft Group' means the SkillSoft Group, its associated
undertakings and any entities in which any member of the SkillSoft Group
holds a substantial interest; and

(ix) 'Wider SSI Group' means the SSI Group, its associated undertakings
and any entities in which any member of the SSI Group holds a
substantial interest.

3. Subject to the requirements of the Panel, SSI reserves the right (but
shall be under no obligation) to waive, in whole or in part, all or any
of the conditions except for 1(a), (b), (c), (d), and 2(a)(i).

4. The Acquisition will lapse unless all of the conditions set out above
have been fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by SSI in its discretion to be or to
remain satisfied on the Effective Date.

5. If SSI is required to make an offer for SkillSoft Shares under the
provisions of Rule 9 of the Takeover Rules, SSI shall make such
alterations to any of the above conditions as are necessary to comply
with the provisions of that rule.

6. SSI reserves the right, with the consent of the Panel to effect the
Acquisition by way of a takeover offer. In such event, such offer will
be implemented on the same terms (subject to appropriate amendments,
including (without limitation) an acceptance condition set at 80 per
cent. of the nominal value and voting rights of the SkillSoft Shares to
which such an offer relates and which are not already in the beneficial
ownership of SSI within the meaning of Section 204 of the Act), so far
as applicable, as those which would apply to the Scheme.

APPENDIX II

SOURCES AND BASES OF INFORMATION

1. Unless otherwise stated, the financial information relating to the
SkillSoft Group is extracted from the audited consolidated financial
statements of the SkillSoft Group for the relevant financial year.

2. The value of the entire issued and to be issued ordinary share
capital of SkillSoft is based upon 94,656,179 SkillSoft Shares in issue,
and 11,987,958 SkillSoft Shares issuable to SkillSoft Optionholders
under the SkillSoft Share Option Plans as at 11 February 2010.

4. References to a percentage of SkillSoft Shares are based on the
number of SkillSoft Shares in issue as at 11 February 2010 but do not
include any shares issuable to SkillSoft Optionholders under the
SkillSoft Share Option Plans.

5. Reference to the arrangements in place between SkillSoft and SSI
regarding an expenses reimbursement agreement are sourced from the terms
of the Expenses Reimbursement Agreement approved by the Panel.

6. References to the irrevocable undertakings to vote in favour of the
Acquisition and the Scheme are sourced from the signed voting
undertakings of the members of the Board of SkillSoft who are SkillSoft
Securityholders, the signed voting undertaking of Gregory Porto, the
signed voting undertaking of Susan Moran, the signed voting undertaking
of Stockbridge and the signed voting undertaking of Stockbridge Partners
LLC.

NASHUA, NH, November 19, 2009 - SkillSoft PLC (NASDAQ: SKIL), a
leading Software as a Service (SaaS) provider of on-demand e-learning
and performance support solutions for global enterprises, government,
education and small to medium-sized businesses, today announced
financial results for its third quarter of fiscal 2010.

The Company reported total revenue of $80.4 million for its third
quarter ended October 31, 2009 of its fiscal year ending January 31,
2010 (fiscal 2010), which represented a 3% decrease from the $83.1
million reported in its third quarter of the fiscal year ended January
31, 2009 (fiscal 2009). Revenue for the third quarter of fiscal 2010 was
negatively impacted by approximately $0.6 million due to the differences
in foreign exchange rates in effect during the third quarter as compared
to the foreign exchange rates during the third quarter of fiscal 2009.
The Company's deferred revenue balance at October 31, 2009 was
approximately $140.4 million as compared to approximately $142.6 million
at October 31, 2008. The 2% decrease in deferred revenue reflects a
decline in order intake and billings which was offset by approximately
$3.1 million from the positive impact of differences between foreign
exchange rates at October 31, 2009 and foreign exchanges rates at
October 31, 2008.

On a US generally accepted accounting principles (US GAAP) basis, the
Company's net income was $19.6 million, or $0.21 per basic share and
$0.20 per diluted share, for the third quarter of fiscal 2010 as
compared to net income of $12.0 million, or $0.12 per basic share and
$0.11 per diluted share, for the third quarter of fiscal 2009.

"We are pleased that our fiscal 2010 third quarter results exceeded the
revenue and EPS range we targeted in August 2009 despite the cautious
customer environment in which we continue to operate," said Chuck Moran,
President and Chief Executive Officer. "We are investing a portion of
our incremental adjusted EBITDA (resulting from performance in excess of
our projections) in additional international content research and
development in the second half of fiscal 2010 to increase our
international value proposition and future revenue growth outlook. We
are also currently developing our fiscal 2011 operating plans and are
considering continued additional investment from our incremental
adjusted EBITDA in fiscal 2010 to support future international revenue
growth opportunities."

Gross margin increased to 91% for the Company's fiscal 2010 third
quarter as compared to 87% for the fiscal 2009 third quarter. The
increase in gross margin for the fiscal 2010 third quarter includes a
reduction in the amortisation of intangible assets related to acquired
technology and capitalised software development costs of 2% of revenue,
or $1.7 million. Gross margin was further improved due to cost
reductions related to personnel, hosting services and consulting
expenses as well as a shift in product mix away from royalty-bearing
products.

Research and development expenses increased to $12.5 million in the
fiscal 2010 third quarter from $12.1 million in the fiscal 2009 third
quarter. This increase was primarily due to incremental international
content development expenses to support future revenue growth
opportunities, partially offset by reductions in compensation and
benefits related to certain cost savings initiatives. Research and
development expenses were 16% of revenue for the fiscal 2010 third
quarter as compared to 15% for the fiscal 2009 third quarter.

Sales and marketing expenses decreased to $23.3 million in the fiscal
2010 third quarter from $26.4 million in the fiscal 2009 third quarter.
This decrease was primarily due to a reduction in net sales compensation
and sales incentive expenses, as well as decreased marketing expenses
and a lower number of non-field sales personnel. Sales and marketing
expenses were 29% of revenue for the fiscal 2010 third quarter as
compared to 32% for the fiscal 2009 third quarter.

General and administrative expenses decreased to $7.9 million for the
fiscal 2010 third quarter from $9.1 million in the fiscal 2009 third
quarter. This decrease was primarily due to reductions in professional
fees related to the Company's business realignment strategy, which was
substantially completed in fiscal 2009, and reductions in personnel and
outside contractor expenses. General and administrative expenses were
10% of revenue for the fiscal 2010 third quarter as compared to 11% for
the fiscal 2009 third quarter.

The Company's interest expense decreased to $1.6 million for the fiscal
2010 third quarter as compared to $3.4 million for the fiscal 2009 third
quarter. This decrease was primarily due to principal payments made to
reduce the Company's outstanding debt.

The Company's effective tax rate from continuing operations was 24.3%
for the nine month period ended October 31, 2009 and consisted of a cash
tax provision of approximately $5.9 million (8.0%) and a non-cash tax
provision of approximately $11.9 million (16.3%). This compares to a
38.5% effective tax rate for the nine month period ended October 31,
2008, which consisted of a cash tax provision of approximately $3.1
million (6.3%) and a non-cash tax provision of approximately $15.7
million (32.2%). The decrease in the current year effective tax rate is
primarily due to the geographic distribution of worldwide earnings as a
result of the business re-alignment that took effect at the beginning of
fiscal 2010.

Adjusted EBITDA (an important leverage covenant included in the
Company's credit facility) for the fiscal 2010 third quarter was $32.1
million as compared to $28.8 million for the fiscal 2009 third quarter.
Adjusted EBITDA for the fiscal 2010 third quarter is calculated by
taking net income ($19.6 million) and adding back depreciation and
amortisation ($0.8 million), amortisation of intangible assets and
capitalised software development costs ($2.2 million), stock-based
compensation ($1.4 million), interest expense ($1.6 million), provision
for income taxes ($6.3 million), and other expense net of interest
income ($0.2 million). At October 31, 2009, SkillSoft's trailing 12
month debt to adjusted EBITDA ratio was approximately 0.7.

SkillSoft had approximately $66.2 million in cash, cash equivalents,
short-term investments and restricted cash as of October 31, 2009 as
compared to $42.7 million as of January 31, 2009. This increase is
primarily due to cash provided by operations of $87.8 million and
proceeds received of $3.5 million from the exercise of share options
under the Company's various share option programmes and from share
purchases made under the Company's 2004 employee share purchase plan
during the first nine months of fiscal 2010. The increase was partially
offset by principal payments made of $38.8 million against long-term
debt, payments of $29.8 million to repurchase shares and $1.7 million
for property and equipment purchases.

In order to adequately assess the Company's collection efforts, taking
into account the seasonality of the Company's business, the Company
believes that it is most useful to compare current period days sales
outstanding (DSOs) to the prior year period. Given the quarterly
seasonality of bookings, the deferral from revenue of subscription
billings may increase or decrease the DSOs on sequential quarterly
comparisons.

SkillSoft's DSOs were in the targeted range for the fiscal 2010 third
quarter. On a net basis, which considers only receivable balances for
which revenue has been recorded; DSOs were 6 days in the fiscal 2010
third quarter as compared to 10 days in the year ago period and 4 days
in the second quarter of fiscal 2010. On a gross basis, which considers
all items billed as receivables, DSOs were 78 days in the fiscal 2010
third quarter as compared to 80 days in the year ago quarter and 71 days
in the second quarter of fiscal 2010. The decrease in gross and net
basis DSOs is due to improvements in customer collection efforts. The
increase in gross and net basis DSOs in the third quarter as compared to
the second quarter of fiscal 2010 is primarily attributed to the mix of
billing arrangements with extended payment terms.

About SkillSoft

SkillSoft PLC (NASDAQ: SKIL) is a leading SaaS provider of on-demand
e-learning and performance support solutions for global enterprises,
government, education and small to medium-sized businesses. SkillSoft
enables business organisations to maximise business performance through
a combination of comprehensive e- learning content, online information
resources, flexible learning technologies and support services.

Content offerings include business, IT, desktop, compliance and
consumer/SMB courseware collections, as well as complementary content
assets such as Leadership Development Channel video products,
KnowledgeCenter(TM) portals, virtual instructor-led training services
and online mentoring services. SkillSoft's Books24x7(R) product offering
includes access to more than 18,000 digitised IT and business books, as
well as book summaries and executive reports. Technology offerings
include the SkillPort(R) learning management system,
Search-and-Learn(R), SkillSoft(R) Dialogue(TM) and virtual classroom.

SkillSoft courseware content described herein is for information
purposes only and is subject to change without notice. SkillSoft has no
obligation or commitment to develop or deliver any future release,
upgrade, feature, enhancement or function described in this press
release except as specifically set forth in a written agreement.

SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn,
SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials,
GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives,
ExecSummaries, ExecBlueprints, Express Guide and Dialogue are trademarks
or registered trademarks of SkillSoft PLC in the United States and
certain other countries. All other trademarks are the property of their
respective owners, countries.

SkillSoft PLC

Condensed Consolidated Balance Sheets

(In thousands)

October 31, 2009

(Unaudited)

January 31, 2009

ASSETS

CURRENT ASSETS:

Cash, cash equivalents and short-term investments

$ 63,453

$ 38,952

Restricted cash

2,792

3,790

Accounts receivable, net

69,816

146,362

Deferred tax assets

30,295

26,444

Prepaid expenses and other current assets

14,781

18,286

Total current assets

181,137

233,834

Property and equipment, net

5,960

7,661

Goodwill

238,550

238,550

Intangible assets, net

6,687

13,472

Deferred tax assets

56,125

78,223

Other assets

9,585

3,360

Total assets

$ 498,044

$ 575,100

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current maturities of long-term debt

$ 865

$ 1,253

Accounts payable

4,175

5,648

Accrued expenses

28,079

37,273

Deferred revenue

140,424

201,518

Total current liabilities

173,543

245,692

Long-term debt

83,716

122,131

Other long-term liabilities

2,663

3,221

Total long-term liabilities

86,379

125,352

Total stockholders' equity

238,122

204,056

Total liabilities and stockholders' equity

$ 498,044

$ 575,100

SkillSoft PLC

Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands)

Nine Months Ended

October 31,

2009

2008

Cash flows from operating activities:

Net income

$ 55,580

$ 31,985

Adjustments to reconcile net income to net cash provided by
operating activities:

The following definitions apply throughout this document, unless the
context requires otherwise:

"Acquisition"

the proposed acquisition by SSI of SkillSoft by means of the Scheme
as described in this announcement;

the "Act"

the Companies Act 1963 of Ireland, as amended;

"Acting in Concert"

shall have the meaning given to that term in the Irish Takeover
Panel Act 1997, as amended;

"Advent"

Advent International Corporation;

"Affiliate"

with respect to any person, any other person controlling, controlled
by or under common control with such person. As used in this
definition, "control" (including, with its correlative meanings, "controlled
by" and "under common control with") means the possession,
directly or indirectly, of power to direct or cause the direction of
the management and policies of a person whether through the
ownership of voting securities, by contract or otherwise;

any day, other than a Saturday, Sunday or public holiday in Ireland
or the State of New York;

"Cancellation Record Time"

the date and time specified in the Scheme Document as being the
"Cancellation Record Time";

"Cancellation Shares"

(i) the SkillSoft Shares in issue at the date of the Scheme Document;

(ii) any SkillSoft Shares issued after the date of the Scheme
Document and before the Voting Record Time; and

(iii) any SkillSoft Shares issued at or after the Voting Record
Time and before the Cancellation Record Time on terms that the
holder thereof shall be bound by the Scheme, or in respect of
which the original or any subsequent holder thereof agrees in
writing to be bound by the Scheme;

but excluding the Transfer Shares and the Designated Shares;

"Clearances"

all consents, clearances, permissions and waivers that need to be
obtained, all applications and filings that need to be made and all
waiting periods that may need to have expired, from or under the
laws, regulations or practices applied by any Governmental Authority
in connection with the implementation of the Scheme and/or the
Acquisition and, in each case, that constitute Conditions; and any
reference to Conditions having been "satisfied" shall be construed
as meaning that the foregoing have been obtained, or where
appropriate, made or expired in accordance with the relevant
Condition;

"Closing Price"

the closing price of a SkillSoft Share as derived from the NASDAQ
list;

"Companies Acts"

the Companies Acts 1963 to 2009 and Parts 2 and 3 of the Investment
Funds, Companies and Miscellaneous Provisions Act 2006;

"Conditions

the conditions to the Scheme and the Acquisition set out in Appendix
I to this Announcement;

"Consideration"

the cash consideration of US$10.80 per SkillSoft Share payable to
Scheme Shareholders for each SkillSoft Share cancelled or
transferred pursuant to the Scheme;

"Court Meeting"

the meeting or meetings of the Scheme Shareholders (and any
adjournment thereof) convened by order of the High Court pursuant to
Section 201 of the Act to consider and, if thought fit, approve the
Scheme (with or without amendment);

"Court Order"

the order or orders of the High Court sanctioning the Scheme under
Section 201 of the Act and confirming the reduction of share capital
which forms part of it under Sections 72 and 74 of the Act;

"Credit Suisse"

Credit Suisse Securities (USA) LLC;

"Designated Shares"

means the seven SkillSoft Shares to be held by nominees appointed by
SSI on behalf of SSI, in each case from a date prior to the date on
which the Court Meeting is held;

"directors of SkillSoft" or "the Board"

the board of directors of SkillSoft;

"directors of SSI"

the board of directors of SSI;

"Effective Date"

the date on which the Scheme becomes effective in accordance with
its terms;

"Exchange Act"

the United States Securities Exchange Act of 1934, as amended;

"Expenses Reimbursement Agreement"

the agreement described in paragraph 12 of this announcement;

"Extraordinary General Meeting" or "EGM"

the extraordinary general meeting of the SkillSoft Shareholders to
be convened in connection with the Scheme, expected to be held on
the same day as the Court Meeting (and any adjournment thereof);

"High Court"

the High Court of Ireland;

"HSR Act"

the Hart-Scott-Rodino Anti-Trust Improvements Act 1976 of the United
States, as amended;

"Independent Committee"

the independent committee of the Board of SkillSoft comprising James
Kryzwicki, Ferdinand von Prondzynski and William Meagher;

"Investor Group"

funds sponsored by each of Berkshire, Advent and Bain Capital
Partners;

the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on
the island of Ireland;

"Offer Period"

the period commencing on 12 February 2010 (the date of this
announcement) and ending on the earlier of the Effective Date and/or
the date on which the Scheme lapses or is withdrawn (or such other
date as the Panel may decide or the Takeover Rules dictate);

"Panel"

the Irish Takeover Panel;

"Registrar of Companies"

the Registrar of Companies in Ireland;

"Relevant Securities"

has the meaning assigned by Rule 2.1(a) of Part A of the Takeover
Rules;

"Resolutions"

the resolutions to be proposed at the EGM and the Court Meeting to
effect the Scheme, which will be set out in the Scheme Document,
other than any adjournment resolution included in the Scheme
Document;

"Restricted Jurisdiction"

any jurisdiction in respect of which it would be unlawful for this
announcement to be released, published or distributed, in whole or
in part, in, into or from, including for the avoidance of doubt,
Canada, South Africa, Australia and Japan;

"Revolving Credit Facility"

with respect to each lender, the commitment, if any, of such lender
to make revolving loans;

"Scheme" or "Scheme of Arrangement"

the proposed scheme of arrangement under Section 201 of the Act and
the capital reduction under Sections 72 and 74 of the Act to effect
the Acquisition in such terms as SkillSoft may determine in
accordance with Clause 3 of the Transaction Agreement, including any
revision thereof;

"Scheme Document"

a document to be distributed to SkillSoft Securityholders and, for
information only, to SkillSoft Optionholders and persons entitled to
purchase rights under the SkillSoft Employee Purchase Plan
containing (i) the Scheme, (ii) the notice or notices of the Court
Meeting and EGM, (iii) an explanatory statement as required by
Section 202 of the Act with respect to the Scheme, (iv) such other
information as may be required or necessary pursuant to the Act or
the Takeover Rules, and (v) such other information as SkillSoft and
SSI shall agree. Notwithstanding the foregoing, the Scheme Document
shall also comply in all material respects as to form with the
applicable requirements of the Exchange Act and the rules and
regulations thereunder for a proxy statement;

"Scheme Recommendation"

the unanimous recommendation of the Board that SkillSoft
Shareholders vote in favour of the Resolutions;

"Scheme Record Time"

the date and time specified in the Scheme Document as being the
"Scheme Record Time";

"Scheme Shareholders"

the holders of Scheme Shares;

"Scheme Shares"

the Cancellation Shares and the Transfer Shares;

"Securities and Exchange Commission"

the United States Securities and Exchange Commission;

"Senior Unsecured Interim Loan"

the Senior Unsecured Interim Loan Agreement dated 11 February 2010
among SSI LuxCo II S.à r.l., a private limited liability company
formed under the laws of Luxembourg, the lenders from time to time
party thereto, and Morgan Stanley Senior Funding, Inc., as
administrative agent and Morgan Stanley Senior Funding, Inc. and
Barclays Capital, the investment banking division of Barclays Bank,
as Joint Lead Arrangers and Joint Book-Runners;

"SkillSoft" or the "Company"

SkillSoft PLC;

"SkillSoft ADSs"

American Depository Shares, each representing one SkillSoft Share;

"SkillSoft Employee Purchase Plan"

the 2004 SkillSoft Employee Share Purchase Plan;

"SkillSoft ADS Holders"

holders of SkillSoft ADSs;

"SkillSoft Group" or the "Group"

SkillSoft, its subsidiaries and associated undertakings;

"SkillSoft Options"

options to subscribe for SkillSoft Shares pursuant to the SkillSoft
Share Option Plans;

SSI and its parent undertaking and its subsidiaries and subsidiary
undertakings and any other subsidiary or subsidiary undertaking of
its parent undertaking;

"Stockbridge"

Stockbridge Fund L.P.;

"Takeover Rules"

the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended;

"Term Loan Facility"

Term Loan Commitments and the Term Loans made thereunder;

"Third Party Transaction Proposal"

any proposal or offer for the acquisition of control (as defined in
the Takeover Rules) of SkillSoft, or any other transaction that
involves a change of control of SkillSoft through the acquisition of
more than 50% of the voting and other equity securities of SkillSoft
Shares (whether by acquiring any interest in SkillSoft Shares,
SkillSoft ADRs or SkillSoft ADSs), or a disposal or acquisition of
more than 50% of the assets of SkillSoft (taken as a whole) or a
share exchange of SkillSoft Shares for shares in another company or
body corporate;

"Transaction Agreement"

the transaction agreement dated 11 February 2010 between SkillSoft
and SSI in relation to the implementation of the Scheme;

"Transfer Shares"

the SkillSoft Shares issued at or after the Cancellation Record Time
and at or before the Scheme Record Time excluding, for the avoidance
of doubt, the Designated Shares;

"US$" or "$"

United States Dollars, the lawful currency of the United States; and

"Voting Record Time"

the date and time specified in the Scheme Document by reference to
which entitlements to vote on the Scheme will be determined.

Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless specified
otherwise.